Up Late
by LeoBloom
Summary: [moved from ao3] Max is not surprised, and Leo can't sleep.


**AN: Just a little one-shot I'm moving over from my ao3. It's primarily compliant with the 2005 movie version simply because of the Ulla thing (which, just for the record, seemed like a REALLY unnecessary change in the '05 version smh...just let me have my bialybloom...)**

* * *

There's only so long a time one can spend staring at the ceiling of a hotel room before the restlessness settles in. The ticking of a clock and the borderline obnoxious hum of an air conditioning unit had long since blurred together and been pushed to the back of the mind. Leo closed his eyes for a moment, as though expecting them to open to a more interesting view. Unsurprisingly, they locked once more on the expanse of ceiling above him, the plaster tinted a deep grey-blue from the dim moonlight filtering in through the window. Needless to say, Leo couldn't sleep. One hand nervously fiddled with the edge of the comforter as he tried for the umpteenth time to force himself into relaxation.

The reasons behind his inability to unwind weren't clear to him. Maybe he was just anxious about the next day. Traveling nearly 200 miles to meet with a reclusive and infamously stubborn author about getting the rights to produce one of her musicals wasn't Leo's idea of an ideal weekend. Socializing of any sort wasn't how he preferred spending his time. But Max thought it was a good idea, and they were partners. So as much as Leo would rather be spending his Friday night at home with a book, he'd tagged along anyway. At least the hotel was nice, nicer than anywhere he'd ever stayed before. emLife/em was nicer than it had ever been before. That was, aside from his marriage going down the drain barely a year in, but that was to be expected of something that had been so rushed to begin with. He just simply hadn't had the time, and Ulla had found that she wasn't so infatuated after all. Leo respected her, and she him, and so they'd broken it off relatively cleanly. She still played in his musicals from time to time.

All of the money he and Max had been making from their subsequent hits practically guaranteed the best of the best of just about everything for the unlikely duo. All in all, Leo could honestly say he was content. If only he could just get to sleep. He rolled onto his side to stare in the direction of the bed neighboring his, and in the dark he could just make out the rounded shape of his companion tucked under the covers, his back turned to Leo.

" … Max? Are you awake?"

"I am _now_."

Leo almost felt bad, but there was no way that had woken him up. Max wasn't the lightest sleeper. Leo soon realized he wasn't even sure what he'd been planning on saying, so a long moment of slightly uncomfortable silence stretched between the pair.

"Spit it out, Bloom. It's almost two." Squinting at the bedside clock confirmed just how late it really was, and Leo was back to feeling guilty.

"Well, Max, I was thinking … I was just thinking about how glad I am that I met you," Leo answered.

"That's great, Leo, but couldn't that have waited until the morning?"

"No it couldn't, Max. I really mean it, you know. Just a minute ago I was thinking about how I'd rather be at home right now, but now I'm realizing that's just not true at all. If it weren't for you, I'd still be a boring old accountant, but now look at me, Max. I've finally made something of myself, and it's all thanks to you." _You're starting to monologue, Leo._

"Gee, that'd be real touching if it weren't the middle of the night," Max grumbled. He still hadn't even turned around, and it was becoming obvious he wasn't too keen on having a heart-to-heart at the moment. Leo bit down on his bottom lip. He should just roll over and go to sleep, but his mind was working too fast.

"I know it's late, I just – "

" _Leo_. Go to bed."

" – I love you, Max." And the second he said it, he really wished he hadn't. Where had that even come from? It definitely was not what Leo had been planning on saying. Now that he had said it, there was no taking it back. _No way out, no way out..._

"What a shocker. Goodnight, Leo," came Max's answer, and Leo felt his face flush.

"You – you knew? _Oh my God_." Leo pulled the comforter up closer around his face, though hiding underneath the covers wouldn't do much good at all in the dark when seeing was difficult to begin with.

"Everyone in the state of New York knows. Roger's been whispering about you for months. You're not exactly subtle, you know."

"Oh my God," Leo repeated. This conversation had taken an unexpected turn, and he was really starting to wish he had listened to Max and gone to sleep five minutes ago. His heart leapt up into his throat and his palms were getting clammy, and none of this was helping him to relax at all

"You really thought no one noticed? You're dumber than you look, kid," Max said, but his tone suggested perhaps he wasn't quite serious. Leo couldn't say anything. After a failed attempt to swallow the lump in his throat, he settled for just staring a hole in Max's back. It would really help if Max would say a little something about how he felt, but Leo suspected that was too much to hope for. "Hey, I was kidding," Max added once the silence had stretched on for a good thirty seconds. Leo only blinked in response. Somehow he knew Max was probably rolling his eyes. A minute passed, then five and then ten, and the panic was starting to wear off. The former accountant rolled over onto his other side, staring now at a mediocre painting of a flower vase hanging on the wall next to his bed. At last his eyelids began to feel heavy.

"Leo?"

Now he was alert again. "Yes, Max?"

"Me too."


End file.
